X-MEN: FIRST CLASS brings together the epic scale and action of a summer blockbuster with a character-driven story that unveils the beginning of the X-Men saga – and a secret history of the Cold War and our world at the brink of nuclear Armageddon. As the first class discovers, harnesses, and comes to terms with their formidable powers, alliances are formed that will shape the eternal war between the heroes and villains of the X-Men universe. Like all great X-Men stories, X-MEN: FIRST CLASS takes on ambitious themes and issues while offering a rich and personal look at an unusual superhero team.
The film is set in the 1960s – the dawn of the Space Age, and a time filled with the hope of JFK’s Camelot. But it was also the height of the Cold War, when escalating tensions between the U.S. and the Soviet Union threatened the entire planet – and when the world discovered the existence of mutants.
It is also during this period that Charles Xavier met Erik Lehnsherr. Before Charles (James McAvoy) and Erik (Michael Fassbender) took the names Professor X and Magneto, they were two young men discovering their powers. Before they were archenemies they were the closest of friends, working together and with other mutants to stop the greatest threat the world has ever known. Some of these young mutant recruits are fan favorites from the previous X-Men films, while others are classic heroes from the comics but new to the film series. X-MEN: FIRST CLASS provides answers to questions that have long intrigued fans of the movies or comics: How did the X-Men come together? Why is Charles in a wheelchair? Where did the X-Mansion and Cerebro come from? But its themes and historical context will resonate with those unfamiliar with the other films in the series.

BEGINNINGSX-MEN: FIRST CLASS is a new beginning for the X-Men. The story is by Sheldon Turner, an Academy Award nominee for co-scripting Up in the Air, and Bryan Singer – whose work as the director of the first two films in the series, X-Men and X2: X-Men United, was hailed by critics and audiences around the world for their skillful and seamless blending of drama, action, scale and social-political themes. Singer’s X-Men films became a template for the resurgence in comics- to-movie adaptations, and landmarks in the new age of superhero films.
Most of X-MEN: FIRST CLASS is set in the 1960s, an apt period for an origins tale because it was during this decade that Marvel Comics editor, head writer and art director Stan Lee, along with Jack Kirby, created the X-Men comics. The X-Men, like many of their Marvel predecessors, are an unusual heroic group – at times sarcastic, anti-social and clearly flawed, yet sympathetic when battling the demons of their love lives, tackling the traumas of self-esteem, or taking on powerful villains in their universe of special powers. They are the children of the atom, homo superior, and the next link in the chain of evolution. Each mutant was born with a unique genetic mutation, which at puberty manifested itself in extraordinary powers. In a world increasingly filled with hatred, prejudice and fear, they are scientific oddities…freaks of nature…outcasts who are feared and loathed by those who cannot accept their differences. “The first order of business in conceiving the story,” says Singer, “was figuring out the era in which both Charles and Erik would have met, when they were in their mid-twenties. We decided that would be the early ‘60s – the height of the civil rights movement and the Cold War. Both aspects of that period provided an exciting opportunity to explore events that would shape our modern world.” One of the Cold War’s flashpoints was the Cuban missile crisis, during which the threat of sudden global extinction loomed large, and which provided the ultimate stakes for mutants to reveal themselves to the world and prevent a conflagration that would engulf the planet.
An equally important context for the film is the issue of civil rights – will the mutants be accepted by humanity, or will they be seen as threats to be imprisoned or even eliminated? Should mutants embrace their differences and reign as the planet’s superior beings, or should they become part of the fabric of society? “I’ve always been fascinated by the concept of assimilation versus aggression – and when the civil rights movement of the day becomes the mutant rights movement of tomorrow,” says Singer.

The relationship between Charles and Erik connects to that theme and exemplifies the ideological and philosophical differences of that era. They are essentially cut from the same cloth, and both see mutants as potential subjects of persecution. However, Charles lives to protect those who fear him while Erik lives to destroy them. Each believes his side is right. Neither is willing to compromise. Says director Matthew Vaughn: “Erik is very suspicious of humans, and Charles thinks everything is going to be fine, and that they can trust humans to accept the emerging mutants. Erik replies, ‘They’re going to turn on us and kill us.’ And he’s right. ”Infusing X-MEN: FIRST CLASS with humanistic, character-based elements was another priority for Vaughn and Singer. “The magic of genre films is you can tell stories about the human condition from an unexpected vantage point, dressed up in spectacle and wonder,” notes Singer. “That’s especially important for the X-Men films because that universe presents characters with a lot of depth. The best X-Men stories celebrate that complexity, and that’s what we all wanted for this film.” “In every film I do,” adds Vaughn, whose credits include the acclaimed independent films Layer Cake and Kick-Ass, “I ask, ‘Where is the human angle? Every character and action beat must have one. If I can slip in something that helps audiences connect with and care about the characters, it will only enhance the experience of watching the movie. If you don’t care about the characters, then what’s the point?
“X-MEN: FIRST CLASS has big ideas and big moments,” Vaughn continues. “We’re not always relying on huge visual effects to make the movie work. The effects support the characters. The film is a great character piece – with some huge action scenes.” Singer began thinking about an origins story when was directing the first two X-Men pictures. “I would always think about the histories of the characters when telling the actors how to inform their characters’ behavior. So to be able to go back and execute those backstories I had in my imagination was very satisfying.”

One of those actors who had asked Singer about a character history was Patrick Stewart, who portrayed Charles Xavier in the first three X-Men films. “Patrick was wondering about the origins of Charles, and even then I had an idea about it, which was very different from the comics’ version,” Singer recalls. “I explained the comics’ version of the origins, which was set in Tibet and involved an alien agent named Lucifer, and then I explained my ideas. Patrick said, ‘I prefer it your way!’”

Producer Lauren Shuler Donner, who has been with the X-Men film franchise since the beginning, also remembers the origins for X-MEN: FIRST CLASS dating back to the production of the original films. “During the making of X2 we were chatting between scenes about some of our younger cast members, and I said, ‘Wouldn’t it be great to see a young Professor X or Magneto. We should do a film about the X-Men when they were young.’ Everyone went, ‘Yeah, good idea, good idea.’ And we all talked about it for quite a while, and then of course went back to making X2.” Singer not only co-wrote the story for X-MEN: FIRST CLASS, he joined the project as a producer, along with Shuler Donner and Simon Kinberg, a skilled writer in his own right whose credits include Mr. and Mrs. Smith and the upcoming This Means War. But who would direct? Singer was unavailable due to his commitment to another project, but a chance meeting he had in London with Vaughn led to the latter agreeing to take the reins. X-MEN: FIRST CLASS is not Vaughn’s first encounter with the film franchise. After making his directorial debut with the acclaimed independent film Layer Cake, Vaughn came close to helming the third film in the X-Men series, X-Men: The Last Stand, before moving on to direct the critically hailed fantasy epic Stardust and the graphic novel adaptation Kick-Ass. Vaughn says he took on X-MEN: FIRST CLASS because he sparked to Singer’s idea of setting the story during the Cold War. “I was immediately struck by the cleverness of Bryan’s idea, which was an interesting way of integrating the characters into recent history,” Vaughn remembers. Adds the director’s writing partner Jane Goldman: “One of the things that excited us most about the project was the political backdrop – the idea of integrating that aspect with the X-Men backstory really captured our imaginations.” (Ashley Edward Miller & Zack Stentz, a screenwriting duo who recently co-wrote Thor, receive screenplay credit, along with Vaughn & Goldman.) While expanding upon the story’s humanistic and political themes, Vaughn and Goldman brought yet another intriguing element of that era into the mix. “The film is X-Men meets the Cuban missile crisis meets James Bond,” Vaughn notes. “It has elements of the ‘60s Bond films starring Sean Connery – the coolness, the action, the danger. It’s three genres all mixed together.” With his multi-genre blend, Vaughn the screenwriter certainly didn’t make things easy for Vaughn the director. “We had to recast every role, recreate the ‘60s and redesign all the iconic X-Men sets and costumes,” he explains. But his biggest challenge was casting the two young leads to portray Charles and Erik, who years later, as Professor X and Magneto, and as depicted in the vast X-Men universe of comics and films, were enemies with irreconcilable viewpoints.

WHEN CHARLES MET ERIK
In casting the characters of Charles, a gifted young Oxford graduate in genetics, who is the world’s most powerful telepath; and Erik, who as a young man – and under horrific circumstances – discovered his power to control magnetism, the filmmakers were mindful that they had to find two young actors whom audiences would accept in roles Patrick Stewart and Ian McKellen had made their own. James McAvoy, who moves effortlessly between roles in independent films such as Atonement and The Last King of Scotland and blockbusters like The Chronicles of Narnia: The Voyage of the Dawn Treader and Wanted, got the nod to portray Charles. McAvoy embraced the challenge of essaying the character at a transformative moment in his life. His Xavier is dissimilar in key ways from the confident, patriarchal Xavier from the original trilogy. “In those films,” explains McAvoy, “Professor X is selfless and egoless. He is focused on humanity, on the rest of the world, and on helping others. When we meet him in this film, as a younger man, he’s self-centered, has an ego, and is a little bit lost. X-MEN: FIRST CLASS is about Charles finding his purpose, and that was very much what attracted me to the role – to see who Charles was, and to explore the reasons why he became the person he did. Matthew made it very clear at the beginning he wanted both me and Michael [Fassbender, as Erik] to play the characters, and not play Patrick Stewart or Ian McKellen as younger men.” “I thought James had everything the role required,” says Vaughn. “In the previous movies, Charles was the ultimate teacher, with a Zen-like air. Our younger Charles is a bit more fun. He’s running around and he’s more proactive. Charles is caught up in himself. He enjoys success and is prideful.” Adds Jane Goldman: “The real challenge in delineating Charles was finding his flaws and making him a multi-layered character. James McAvoy came up with some wonderful ideas about the character because he has such a good handle on Charles.”

When we meet Charles in X-MEN: FIRST CLASS, mutants have not yet revealed themselves to the world; in fact, Charles is uncertain if there are mutants other than himself and a young woman named Raven he had befriended years earlier. “As far as Charles knows,” says McAvoy, “he is just a guy who can read minds, and while he hopes there are other mutants, his path has not yet been set on rousing the mutant race and seeking acceptance from humanity. ”Charles discovers the purpose of his formidable powers when he connects, telepathically, with other mutants around the world. He does this through a device long known to the legions of X-Men fans: Cerebro, a metallic, high-tech headpiece that amplifies Charles’ telepathic powers. X-MEN: FIRST CLASS’ Cerebro is an early prototype of the streamlined device seen in the X-Men films set in contemporary times; young Charles’ ‘60s-era Cerebro has been cobbled together with tech and equipment from the period, including toggle switches, cathode ray tubes, and old antennae. Production designer Chris Seagers backward-engineered the original films’ Cerebro, to be, says the designer, “a very simple structure with its center core coming from the design of the later films, and the dome itself based on observatory domes dotted about the English countryside.” Cerebro provides a kind of epiphany for Charles. “He realizes for the first time that there are thousands, if not millions of mutants out in the world, and that humbles him,” says McAvoy. “It crystallizes his mission and his purpose in life: to find other mutants and help them.”
Charles has already become embroiled in a looming war between the U.S. and the Soviet Union, when he saves the life of a mutant possessing formidable powers and a haunted past that has already set the mutant, Erik Lehnsherr, on a path that will soon take him to a war with Charles. But for now, they are friends and kindred spirits. “This is the first time in their lives they’ve met someone who is an equal, someone who understands the other and can push the other, too,” says McAvoy. “Charles is fascinated with Erik’s potential.” In fact, Charles is the first person with whom Erik has ever connected. Says Michael Fassbender, who portrays Erik: “There is a very strong bond between Charles and Erik, and a deep respect. But from the beginning, their ideologies are at odds. Erik is very wary of new elements in his life and of getting close to someone again. He does so with Charles as much as he can with anyone. We wanted to have a believable journey to the point where their devastating rift begins. When Erik and Charles have their parting of the ways, audiences will realize that great things could have happened if they had joined forces forever.”

Erik is also hesitant to join Charles on his mission to save the world from itself. Why, asks Erik, is humanity even worth saving? “Erik is quite Machiavellian; he believes the end justifies the means,” Fassbender explains. “He has no regard for humans, and feels they’re inferior.” Erik’s cavalier attitudes about humans stem from his childhood, which couldn’t have been more different from Charles’ life of privilege. Erik had to survive without parents, and as a youngster was forced to endure unimaginable hardships. X-MEN: FIRST CLASS introduces Erik with a recreation of the scene that opened the original X-Men, set at the Auschwitz concentration camp, in the 1940s. There, young Erik, horrified when the Nazis separate him from his parents, reveals his mutant abilities, bending the camp’s metal gates. X-MEN: FIRST CLASS then picks up after that scene, as Erik, still a youngster, becomes the test subject of a Dr. Schmidt, who is determined to fully unleash and harness Erik’s powers. “Matthew and I had always admired the power and impact of the concentration camp scene in X-Men, which really informs the character of Erik,” says co-screenwriter Jane Goldman. “And Matthew wanted to explore what happens next to Erik. What you see will change the way you feel about Erik, and allow you to see him through fresh eyes.”
Twenty years later, Erik now a grown man, has one mission in life: track down and kill Dr. Schmidt (whom we’ll again meet in a very different guise). Erik is a force of fury and hate, hunting Schmidt and the other Nazi doctors whom he believes turned him into a kind of Frankenstein’s monster. Even as Erik finds his first friend in Charles and is embraced by the other members of the team that will become the X-Men, he never veers from his mission. “Erik is totally driven; if Charles or anyone gets in his way, he’s going to put them down,” says Fassbender.
Vaughn had seen Fassbender’s critically acclaimed performances in 300, Hunger, and Inglourious Basterds, and after Fassbender’s impressive audition, cast the actor as Erik. “Michael gives Erik an interesting attitude, and Erik is really straight-up cool,” says the director. “Michael’s work in this film is reminiscent of Sean Connery’s interpretation of James Bond. Erik is like the ultimate spy – imagine Bond…but with superpowers.” Fassbender, who was eager to play the complex character, notes that when he got the script, he thought it was “truly clever. There were real consequences to each action in the film. It wasn’t all guns blazing. There was so much more going on, many layers in the writing, and I was very impressed with that.” Fassbender also notes that he did not draw on the previous films to develop his interpretation of Erik. “The source material is in the comic books. We were really starting from scratch in order to present a fresh look at the material.”

THE X-MEN COME TOGETHER
After Charles, joined by Erik, recruits the “first class” of young mutants, these gifted students learn to control and direct their powers for the greater good of mankind. But harnessing these powers is not easy, nor is their coming together as a team.
In the first X-Men film trilogy, the mutants have long honed their abilities and were a smooth-running (well, mostly) team. But when we meet the young mutants in X-MEN: FIRST CLASS, their powers are untamed and unfocused. Moreover, says Bryan Singer, like most teenagers, the mutants are uncomfortable with being different from their peers. “Their situation is a metaphor for how uncomfortable teens feel in their skin, and how difficult it is when you’re ‘different’ from the societal ideal.” Charles’ first mutant ally is Raven, a blue-skinned shape-shifter with superhuman agility. The two mutants had met as youngsters, when Charles discovered Raven rummaging through the kitchen of his family’s mansion. (In addition to setting up the critical Charles-Raven relationship, the idyllic setting of the lavish Xavier home provides a stark counterpoint to the circumstances of Erik’s childhood.) Charles makes Raven a member of his family, and they grow up as a kind of brother and sister. But as we know from the first films, their relationship will change dramatically. Explains Bryan Singer: “Because Charles is young and at times naïve, he sometimes doesn’t pay as much attention to Raven as he should, and she sometimes becomes resentful. And that takes her on the path to where we find her in the original film trilogy [played by Rebecca Romijn], as part of Magneto’s Brotherhood.”

Jennifer Lawrence, a Best Actress Academy Award® nominee for her breakout performance in the 2010 drama Winter’s Bone, portrays Raven, whose mutant name is Mystique. “Raven has learned to live with her secret, but much like most insecure teenagers who react to something they perceive makes them different, she hasn’t really faced up to her unique abilities,” she says. “Raven is mostly ashamed of them. She slowly starts to realize it is a blessing and becomes proud of her mutant abilities, as do the other young mutants of their powers. At the beginning we are isolated and alone, and each mutant goes through a huge evolution. We join together to become this iconic X-Men team, and then separate. It is fascinating to see the journey each character takes and which side they ultimately join.”
As Charles and Erik become aware of the existence of other mutants, they discover a plot that puts them in the middle of the escalating tensions between the U.S. and the Soviet Union, which is hurtling the world toward disaster. This, in turn, creates an uneasy alliance between the mutants and a covert U.S. government agency. At the agency, Charles and Erik meet Hank, a brilliant scientist with only a few mutant features – until a serum unexpectedly unleashes the superhuman Beast within. Hank, his mutant powers as yet unrevealed, works at the top-secret agency developing world-changing technology, like Cerebro and the X-Jet. Hank has been alone for much of his life, in hiding and embarrassed by his big simian-like feet and superhuman agility. When he meets Charles and Erik, Hank’s life takes an unexpected turn. Explains Nicholas Hoult, a rising star who takes on the role of the mutant whom fans would come to love as Beast: “Charles tells Hank he must release his full mutant powers. Hank has been trying to suppress his powers and convince himself they don’t even exist. He is too afraid of what he might be capable of if he unleashes them. Charles makes Hank confront his mutant abilities, learn to control them, and use them to help both mutants and humans.” Hoult, who is now before the cameras in Bryan Singer’s adventure Jack the Giant Killer, understands how Hank’s feelings about his unique abilities are so relatable: “Everyone has been embarrassed or felt like an outsider, at some time in their life. The feelings these mutants have about their powers are no different. When they find each other, and can share their talents, they can finally be proud of who they are.” Rounding out the team that become the first class of X-Men are Lucas Till as Alex Summers, aka Havok, who can emit concentric rings of super-heated energy waves, causing his targets to burst into flame – and whom Charles and Erik free from solitary confinement in a penitentiary; Caleb Landry Jones as Sean Cassidy, aka Banshee, whose unique sonic blasts carry him into flight; and Edi Gathegi as Armondo Munoz, aka Darwin, whose "reactive evolution” enables him to adapt to any situation or environment.

HELLFIRE!
Charles and Erik lead these mutants in an epic battle against Sebastian Shaw, a powerful mutant who can absorb energy and re-channel it into superhuman strength. Shaw moves among the shadows with a secret agenda that threatens the entire planet: he will stop at nothing to start a war, and if he succeeds, mankind is doomed.X-MEN: FIRST CLASS imagines Shaw to be the puppet master behind the Cuban missile crisis. In Cuba, the Soviet Union was beginning to install intermediate range missiles, capable of carrying nuclear payloads to the United States, which demanded that these installations be dismantled immediately. The ensuing face-off between the two superpowers took the world to the edge of extinction. “Shaw’s plan,” says Kevin Bacon, who takes on the role, “is to escalate the Cuban missile crisis, to get Russian ships and submarines into the Bay of Pigs, and have the Americans and Russians fire at each other – triggering a nuclear war that will eradicate humanity and allow mutants to take over the world. It’s a fantastic plot device. It was an incredibly tense moment in world history, and to suggest that it was Shaw’s idea is a very cool way to set up the X-Men world during this era. “Shaw is an extremely powerful man and essentially a sociopath,” Bacon continues. “But he sincerely believes that he is trying to create a better world, without humans, run and populated entirely by mutants. Conventional morality does not apply to Shaw. In his mind he believes that mutants and humans will never be able to live together, so it is survival of the fittest, and Shaw is determined to protect the mutant race. He is driven by his firm belief that he thinks he is the right leader for the new world.”

Shaw’s right-hand…mutant…and romantic interest is Emma Frost, long celebrated as the sexiest woman in comic book lore, ahead of other femmes fatales like Catwoman and Elektra. Portraying Emma, a telepath with diamond-like, indestructible skin is January Jones. Jones embraced playing an iconic character as a chance to break out of the ‘60s world of the acclaimed television series “Mad Men,” in which she stars as Betty Draper. To say Jones was surprised when she read the X-MEN: FIRST CLASS script – set, of course, during the same period as the acclaimed series – would be an understatement. “Oh, god, you must be kidding me!” she remembers herself exclaiming. But Jones quickly realized that Emma was a far cry from Betty. “I am really excited about being part of this incredible world of X-Men,” she says. “It is something very new for me to combine all the physical challenges the role offers, as well as the dramatic aspects. Emma is technically a villain, but I think her motives are genuine and from the heart. She thinks she is doing what is best for her race and will do whatever it takes to keep mutants alive and form a stronger species.” The fact that the comics’ incarnation of Emma features impressive cleavage – and little else – didn’t faze Jones, who was delighted to wear the outfits costume designer Sammy Sheldon created for her. “In the comics, Emma’s clothing seems like it’s painted on,” says Jones with a laugh, “but Sammy has done an amazing job making the costumes true to character but also something I can move around in.” Adds Sheldon: “We wanted to give Emma a period ‘coolness,’ and at various times she wears a bikini, a funky cape, a cat suit, crystal underwear, and thigh-length boots that attach to her clothing.” Joining Shaw and Emma as part of Shaw’s Hellfire Club are: Azazel (Jason Flemyng), a demonic figure who can teleport by opening a portal into another dimension; Angel (Zoe Kravitz), who possesses a stunning tattoo of insect-like wings, which become actual wings growing from her back, giving her the gift of flight; and Riptide (Alex Gonzalez), who creates powerful whirlwinds that can uproot even the most formidable of foes.

X MEETS MIB
To stop the threat Shaw and his team have put in motion, Charles, Erik and their young mutant recruits work with a secret group within the CIA, known as Division X, devoted to investigating the application of mental telepathy and paranormal power in military defense. The mutants’ principal contacts there are the operative known only as MIB, played by Oliver Platt. “MIB has long been a laughing stock of the Agency because of his out-there investigations,” explains the award-winning and peripatetic actor. “When Charles and Mystique become ensnared with the agency, MIB diverts them to his division with a deft bureaucratic sleight of hand. Erik soon joins them and the X-Men flourish under MIB’s protection.” The mutants and MIB work with Moira MacTaggert, portrayed by Rose Byrne, a CIA agent at a time when female operatives were few in number. After Moira becomes among the first humans to witness the powers of mutants, she tracks down Charles, who helps Moira convince her superiors of the existence of mutants and that the agents should be working with them to stop Shaw. “Moira is very tenacious, ambitious and driven, as she must be to exist in a
man’s world,” says Rose Byrne, whose numerous film credits include Get Him to the Greek and the recent hit Insidious. “She is innovative in that way and inspirational. Pretty ballsy too.”